Common use of Payment for the Clause in Contracts

Payment for the. Firm Shares shall be made by certified or official bank check or checks payable to the order of the Company in immediately available funds at the office of Xxxxxx Xxxxxxx & Co. Incorporated, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 A.M., local time, on __________, 1996, or at such other time on the same or such other date, not later than ________, 1996, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "Closing Date". Payment for any Additional Shares shall be made by certified or official bank check or checks payable to the order of the Company in immediately available funds at the office of Shearman & Sterling, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 A.M., local time, on such date (which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor later than ten business days after the giving of the notice hereinafter referred to) as shall be designated in a written notice from you to the Company of your determination, on behalf of the Underwriters, to purchase a number, specified in said notice, of Additional Shares, or on such other date, in any event not later than ______, 1996, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "Option Closing Date". The notice of the determination to exercise the option to purchase Additional Shares and of the Option Closing Date may be given at any time within 30 days after the date of this Agreement. Certificates for the Firm Shares and Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than two full business days prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the purchase price therefor.

Payment for the. Firm Shares shall and Warrants to be sold hereunder is to be made by certified or official bank check or checks payable in Federal (same day) funds (i) with respect to the order Firm Shares to (A) an account designated by the Company for the shares to be sold by it and (B) an account designated by the Custodian for the shares to be sold by the Selling Shareholders and (ii) with respect to the Warrants and the Warrant Shares, to an account designated by the Custodian for the Warrants to be sold by the Selling Shareholders and to an account designated by the Company for the aggregate Warrant Exercise Price, in each case against delivery of certificates therefor (including certificates for the Warrant Shares) to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of the Depository Trust Company in immediately available funds at the office of Xxxxxx Xxxxxxx & Co. Incorporated, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 A.M.a.m., local New York time, on __________, 1996, the third business day after the date of this Agreement or at such other time on the same or such other date, and date not later than ________five business days thereafter as you and the Company shall agree upon, 1996, as shall be designated in writing by you. The such time and date of such payment are hereinafter being herein referred to as the "Closing Date." (As used herein, ". Payment business day" means a day on which the New York Stock Exchange is open for any Additional trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) Shares shall are to be made by certified or official bank check or checks payable registered and the time and date at which such certificates are to the order of the Company in immediately available funds at the office of Shearman & Sterling, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 A.M., local time, on such date (which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor later than ten business days after the giving of the notice hereinafter referred to) as shall be designated in a written notice from you to the Company of your determination, on behalf of the Underwriters, to purchase a number, specified in said notice, of Additional Shares, or on such other date, in any event not later than ______, 1996, as shall be designated in writing by youdelivered. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such payment are hereinafter option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). The If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the determination to exercise the option to purchase Additional Shares and of Closing Date as the Option Closing Date Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares and Warrants being purchased by such Underwriter bears to the total number of Firm Shares and Warrant, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Shares granted hereunder may be given at any time within 30 days after exercised only to cover over-allotments in the date sale of this Agreement. Certificates for the Firm Shares and Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than two full business days prior to Warrants by the Closing Date or the Option Closing DateUnderwriters. You, as the case may be. The certificates evidencing the Firm Shares and Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts Representatives of the several Underwriters, with may cancel such option at any transfer taxes payable time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in connection with Federal (same day) funds drawn to the transfer order of the Shares to Company against delivery of certificates therefor through the Underwriters duly paid, against payment facilities of the purchase price thereforDepository Trust Company, New York, New York.

Payment for the. Firm Shares shall be made to the Company and the Selling Shareholder by certified or official bank check or checks payable to the order of or wire transfer, as requested by the Company and the Selling Shareholder, payable in immediately available funds New York Clearing House funds, at the office offices of Xxxxxx Xxxxxxx Reid & Co. IncorporatedXriest LLP, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 A.M., local time, on __________, 1996, or at such other time on the same or such other date, not later than ________, 1996, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "Closing Date". Payment for any Additional Shares shall be made by certified or official bank check or checks payable to the order of the Company in immediately available funds at the office of Shearman & Sterling, 000 Xxxxxxxxx 40 Wxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000 (xx such other place or places of payment as shall be agreed upon by the Company, the Selling Shareholder and the Representatives in writing), upon the delivery of the Firm Shares at said offices (or such other place or places of delivery as shall be agreed upon by the Company and the Representatives in writing) to the Representatives for the respective accounts of the Underwriters against receipt therefor signed by the Representatives on behalf of themselves and as agent for the other Underwriters. Such payment and delivery shall be made at 10:00 A.M., local New York time on , 1996 (or on such later business day as shall be agreed upon by the Company and the Representatives in writing), unless postponed in accordance with the provisions of Section 10 hereof. The day and time at which payment and delivery for the Firm Securities are to be made is herein called the "Firm Closing Date". 3.4 Payment for any Additional Shares shall also be made to the Company by bank check or checks or wire transfer, as requested by the Company, payable in New York Clearing House funds, at the offices of Reid & Priest LLP, 40 Wxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (xx such other place or places of payment as shall be agreed upon by the Company and the Representatives in writing), upon the delivery of such Additional Shares at said offices (or such other place or places of delivery as shall be agreed upon by the Company and the Representatives in writing) to the Representatives for the respective accounts of the Underwriters against receipt therefor as aforesaid at 10:00 A.M., New York time, on such date each Option Closing Date (which may be the same as the Firm Closing Date but shall in no event be earlier than the Firm Closing Date nor later than ten five business days after the giving of the related notice hereinafter referred to) as shall be designated in a written notice from you to the Company from the Representatives of your their determination, on behalf of the Underwriters, to purchase a number, specified in 9 10 said notice, of Additional Shares, or on such other date, in any event not later than ______, 1996, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "Option Closing Date". The Each notice of the determination to exercise the option to purchase Additional Shares and of the related Option Closing Date may shall be given at any time within 30 45 days after the date of this Agreement. Certificates for 3.5 Delivery of the Firm Shares and Additional Shares shall be made in definitive definitive, fully registered form and registered in such names and in such denominations as you shall the Representatives may request in writing to the Company not later than two full business days prior to the Firm Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, or if no such request is received, in the names of the respective Underwriters for the respective accounts number of Firm Shares set forth opposite the name of each Underwriter in Schedule II, and in the case of Additional Shares, for the respective number of shares determined in accordance with Section 3.2 hereof. 3.6 The Company agrees to make the certificates for the Shares available for inspection by the Underwriters at the offices of Value Investing Partners, Inc. at least 24 hours prior to the Firm Closing Date, or Option Closing Date, as the case may be, in definitive, fully registered form, and as requested pursuant to Section 3.5 hereof. 3.7 The Company hereby agrees that, without the prior written consent of Value Investing Partners, Inc., the Company will not, directly or indirectly, offer, sell, offer to sell, contract to sell, grant any option to purchase or otherwise dispose of (or announce any offer, sale, offer of sale, contract of sale, grant of any option to purchase or other disposition of) any shares of Common Stock or other equity security of the several UnderwritersCompany or any long term debt of the Company or any securities convertible into or exercisable or exchangeable for Common Stock or other equity security or long term debt of the Company (other than the Shares, the Warrants, shares of Common Stock to be issued upon exercise of options and warrants outstanding on the date of this Agreement, or grants of options under the Company's 1993 Stock Incentive Plan and rights granted under the Company's 1995 Employee Stock Purchase Plan) during the period from the date of this Agreement until 90 days after the Firm Closing Date. Any sales or other dispositions subject to the foregoing restriction and permitted by Value Investing Partners, Inc. during such 90 day period must be effected through Value Investing Partners, Inc. and be subject to its customary brokerage commissions. 3.8 The cost of original issue tax stamps, if any, in connection with the issuance and delivery of the Shares by the Company and the Selling Shareholder to the Underwriters shall be borne by the Company and the Selling Shareholder (on a pro rata basis). The Company and the Selling Shareholder will pay and save the Underwriters and any subsequent holders of the Shares harmless from any failure or delay in paying state stamp and other transfer taxes taxes, if any, which may be payable or determined to be payable in connection with the transfer of the Shares issuance or sale to the Underwriters duly paid, against payment of the Shares. 3.9 On the Firm Closing Date, the Company shall issue and sell to the Representatives the Warrants for a purchase price thereforof $100.00. The Warrant Agreement and the Warrants shall be satisfactory in form and substance to the Representatives. Payment for the Warrants shall be made on the Firm Closing Date. 4.

Payment for the. Firm Shares, the Optional Shares and the Warrants purchased from the Company shall be made to the Company or its order by (i) one or more certified or official bank check or checks payable in same day funds (and the Company agrees not to deposit any such check in the bank on which drawn until the day following the date of its delivery to the order Company) or (ii) federal funds same day wire transfer to an account designated by the Company. Such payment shall be made upon delivery of certificates for the Shares and the Warrants to you for your account and the respective accounts of the Company in immediately available funds at several Underwriters (including without limitation by "full-fast" electronic transfer by the office Depository Trust Company) against receipt therefor signed by you and the payment of Xxxxxx Xxxxxxx & Co. Incorporated, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 A.M., local time, on __________, 1996, or at such other time on the same or such other date, not later than ________, 1996, as shall be designated in writing by Non-Accountable Expense Allowance to you. The time and date of such payment are hereinafter referred to as the "Closing Date". Payment for any Additional Shares the Non-Accountable Expense Allowance shall be made to the Representative or to their order by (i) one or more certified or official bank check or checks payable in same day funds, (ii) federal funds same day wire transfer to an account designated by the order Representative or (iii) at the option of the Company in immediately available funds at the office of Shearman & SterlingRepresentative, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 A.M., local time, on such date (which may be deducted from the same as the Closing Date but shall in no event be earlier than the Closing Date nor later than ten business days after the giving of the notice hereinafter referred to) as shall be designated in a written notice from you amount transferred to the Company pursuant to this Section 4(c). Certificates for the Shares and the Warrants to be delivered to you shall be registered in such name or names and shall be in such denominations as you may request at least one business day before the Closing Date, in the case of your determinationFirm Shares, on behalf the Firm Warrants and the Initial Closing Option Warrants (each as defined in paragraph (p) of Section 5), and at least one business day prior to the purchase thereof, in the case of the Underwriters, to purchase a number, specified in said notice, of Additional Shares, or on such other date, in any event not later than ______, 1996, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "Option Closing Date". The notice of the determination to exercise the option to purchase Additional Optional Shares and of the Option Closing Date may be given at any time within 30 days after the date Option Warrants (as defined in paragraph (p) of this AgreementSection 5). Certificates for the Firm Shares and Additional Optional Shares shall will be in definitive form made available to the Underwriters for inspection, checking and registered in packaging at such names and in office or such denominations other place as you shall request in writing the Representative may designate not later than two full 9:30 a.m. Boston time on the business days day prior to the Closing Date or the Option Closing Dateor, as in the case of the Optional Shares, by 9:30 a.m., Boston time, on the business day preceding the date of purchase. It is understood that you, individually and not on behalf of the Underwriters, may be. The certificates evidencing (but shall not be obligated to) make payment to the Firm Shares and Additional Shares Company for shares to be purchased by any Underwriter whose check shall be delivered to not have been received by you on the Closing Date or the Option Closing Date, as the case may be, any later date on which Optional Shares are purchased for the respective accounts account of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the purchase price therefor.such

Payment for the. Firm Shares shall be made to the Company or its order by wire transfer or by certified or official bank check or checks payable to the order of the Company in immediately available funds at the office of Xxxxxx Xxxxxxx & Co. IncorporatedPillsbury Winthrop LLP, 0000 XxxxxxxxOne Battery Park Plaza, Xxx XxxxNew York, Xxx XxxxN.Y., at 10:00 A.M., local New York City time, upon delivery of such Firm Shares for the respective accounts of the Underwriters, on __________September 17, 19962003, or at such other time on the same or such other date, not later than ________September 24, 19962003, as we shall be designated in writing by youmutually agree. The time and date of such payment and delivery are hereinafter herein referred to as the "Closing Date". Payment for any Additional Shares shall be made to the Company or its order by wire transfer or by certified or official bank check or checks payable to the order of the Company in immediately available funds at the office of Shearman & SterlingPillsbury Winthrop LLP, 000 Xxxxxxxxx XxxxxxOne Battery Park Plaza, Xxx XxxxNew York, Xxx XxxxN.Y., at 10:00 A.M., local New York City time, on upon delivery of such date (which may be Additional Shares for the same as the Closing Date but shall in no event be earlier than the Closing Date nor later than ten business days after the giving of the notice hereinafter referred to) as shall be designated in a written notice from you to the Company of your determination, on behalf respective accounts of the Underwriters, to purchase a number, on the date specified in said notice, of Additional Shares, the corresponding notice described in Section III or at such other time on the same or on such other date, in any event not later than ______October 24, 19962003, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "Option Closing Date". ." The notice of the determination to exercise the option to purchase Additional Shares and of the Option Closing Date may be given at any time within 30 days after the date of this Agreement. Certificates for the Firm Shares and Additional Shares shall be in definitive form and registered in such names and in such denominations as you shall request in writing not later than two full business days prior to the Closing Date or the applicable Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and Additional Shares shall be delivered to you on the Closing Date or the an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes taxes, payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the purchase price therefor. Delivery of Firm Shares and Additional Shares shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct.